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HomeMy WebLinkAboutNo. 2373 approving and accepting a counter offer for acquisition of property in the South Side Development Area (Caroline Partners)RESOLUTION N0.2373 • RESOLUTION APPROVING AND ACCEPTING A COUNTER OFFER FOR THE ACQUISITION OF PROPERTY IN THE SOUTH SIDE DEVELOPMENT AREA WHEREAS, tinder the authority granted by Ind. Code § 36-7-14, et. Seq. and in furtherance of the South Side Development Area Plan ("Plan"), the South Bend Redevelopment Commission ("Commission") has determined that it is necessary to acquire unencumbered fee simple interest in certain property located within the area heretofore designated as the South Side Development Area (the "Area") within the City of South Bend, Indiana (the "City"), which property is more particularly described on Attachment A attached hereto and incorporated herein ("Property"); and WHEREAS, on June 8, 2007, the Commission adopted Resolution No. 2345 setting the offering price (the "Offering Price') and authorizing staff to present an offer to Caroline Partners, LLC, as owners of the property (collectively, the "Owners") in an amount not to exceed the Offering Price along with the payment of expenses incidental to the conveyance and determination of the title of the Property; and WHEREAS, the staff has presented the Owners an offer for the Offering Price as authorized, which the Owners rejected; and • WHEREAS, the Owners have obtained an appraisal of the Property evidencing a fair market value of $65,500, which is equal to the Offering Price; and WHEREAS, the staff has reviewed the appraisal and determined that it reflects a reasonably accurate assessment of the Property's fair market value; and WHEREAS, the Owners have provided a counteroffer to the Commission in the form of a Purchase Agreement (the "Purchase Agreement") under which the Owners proposes to sell the Property to the Commission for consideration equal to or greater than the fair market value of the Property as determined by their appraisal in lieu of a cash purchase price; and WHEREAS, the Commission desires to purchase the Property for consideration equal to or greater than $65,500, approve the form of Purchase Agreement, and authorize the President and Secretary of the Commission to execute and attest, respectively, the Purchase Agreement on behalf of the Commission, with such changes in form or in substance as the President and Secretary may approve; and WHEREAS, the Commission has completed its acquisition procedures for the Property and sufficient fiends are available for the purchase of the Property; NOW THEREFORE, BE IT RESOVLED by the South Bend Redevelopment Commission that: C 1. The Commission hereby finds that the consideration set forth in the Purchase • Agreement is reasonable considering the circumstances and that it is in the best interest of the citizens of the City and the South Bend Redevelopment District and consistent with the purposes and requirements set forth in Indiana Code § 36-7-14 to accept the counteroffer evidenced in the Purchase Agreement. 2. The Commission hereby approves and accepts the Purchase Agreement and authorizes the President and the Secretary to execute and attest, respectively, the Purchase Agreement with such changes in form or in substance as they deem to be necessary or appropriate to complete the transfer, with such approval to be conclusively evidenced by as such execution and attestation, respectively. The President and/or Secretary are each authorized to execute and deliver any other documentation necessary to complete the acquisition of the Property. Legal counsel for the Commission is further authorized to close the transaction on behalf to the Commission and execute any incidental closing documents necessary to complete the transaction. If desirable to facilitate the closing on the property, staff is further authorized to engage Meridian Title Company to assist with the closing of this transaction. 3. The Secretary of the Commission is instructed to place a copy of the Purchase Agreement presented to the Commission with this Resolution in the records and minutes of this meeting. ADOPTED at the Regular Meeting of the South Bend Redevelopment Commission held on August 17, 2007, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, • Indiana 46601. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Marcia I. Jones, President South Bend Redevelopment Commission ATTEST: Gregory S. Downes, Secretary South Bend Redevelopment Commission U • COUNTER-OFFER Caroline Partners, LLC, (hereafter "Owner") hereby submits the following counter- offer to that Acquisition Purchase Offer of the City of South Bend Redevelopment Commission (the "Commission") set forth in the Commission's letter dated June 13, 2007 concerning the real estate conunonly known as 4223 South Main Street, South Bend, Indiana, and further identified by Tax Key Numbers 23-1025-1431 and 23-1025-1432 (the "4223 Main Street Property"). Owner proposes to sell to the Commission the 4223 Main Street Property (1) in consideration of and in exchange for the following in lieu of a cash purchase price which the Owner acknowledges has a value to it of an amount of no less than $65,500.00: (a) The demolition and removal of the structures existing on all other real property of the Owner located within the area bordered by Metalmation Drive, South Main Street, Ireland Road and Lafayette Boulevard (the "Development Block") tinder the supervision of the Commission and through forces arranged by the Commission and further including an assessment and accompanying report and testing or other analysis as deemed necessary or appropriate for the presence of asbestos and other hazardous substances or materials or similar environmental concerns in or around the structures to be demolished (collectively, the "Demolition Related Activities") and with no cost to Owner arising therefrom. Owner agrees to reimburse the Commission any amounts • necessarily incurred by the Commission in excess of $65,500 in performing the Demolition Related Activities after first consulting with Owner over the need and expected costs for same. (b) The re-transfer and conveyance by the Commission to Owner of title to the excess or remainder of the 4223 Main Street Property not used in connection with the Main-Lafayette Crossover Project (the "Crossover Project"), at no cost to Owner but subject to any rights of way or easements created by or as a result of the Crossover Project. (c) The conveyance by the Commission to Owner of title to the excess or remainder of the following three properties not used in connection with the Crossover Project which lie within the Development Block and south of the Crossover Project, at no cost to Owner but subject to any rights of way or easements created by or as a result of the Crossover Project, commonly known as: (i) 4201 South Main Street -Key Nos. 23-1025-1427 and 1428; (ii) 4309 South Main Street -Key No. 23-1025-1.433; and (iii) 4209 South Main Street -Key Nos. 23-1025-1429 and 1430 (the remainder of these three parcels, together with the remainder of the 4223 Main Street Property are hereafter collectively referred to as the • "Excess Crossover Project Parcels"). (d) The conveyance by the Commission to the Owner of title to the following properties located within the Development Block, commonly know as: (i) 201 W. Ireland Road -Key No. 23-1025-1358; and (ii) the excess land adjacent, to the west, to Key No. 23-1025-1363 owned by Owner and located at the northeast corner of Lafayette Blvd. and Ireland Road created as a result of the relocation of Lafayette Blvd. (the "Excess Relocation Parcel") to the extent that any such excess property has not been platted into or otherwise become a part of the Owner's adjacent tract by operation of law, at no cost to Owner. And (2) upon and subject to the following terms and conditions: (1) Owner shall convey the 4223 Main Street Property by special warranty deed. (2) With the exception of (i) the asbestos and other environmental testing described in paragraph (a) above and the survey described in paragraph (8) below, each party shall arrange and bear the cost of any title insurance commitment and/or policy, any survey and any other assessment, study, testing or investigation it may request as to any parcel of real property to be conveyed to it under this Agreement. (3) EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS MADE NO WARRANTIES OR REPRESENTATIONS PERTAINING TO THE QUALITY OR CONDITION OF ANY PARCEL OF THE REAL ESTATE TO BE • CONVEYED BY IT TO THE OTHER OR THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT THERETO, AND AGREES TO TAKE TITLE TO EACH SUCH PARCEL IN AN "AS IS" CONDITION, AND EACH PARTY HEREBY DISCLAIMS ANY WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE, OR COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR WITH RESPECT TO THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT TO EACH SUCH PARCEL. (4) The parties agree to reasonably cooperate with each other in furtherance of the South Side Area Development Plan, the Crossover Project and the creation of a fully. integrated and commercially attractive development site comprising the whole of the Development Block south of the Crossover Project and in furtherance thereof, the parties commit to preparing and executing an agreement concerning their respective and mutual interests in the future development of the site for retail and/or other commercial purposes, which agreement shall address, among other things, (i) any rezoning, special use permits or variances necessary or useful towards enhancing the use and marketability of the site, (ii) points and means of access, both vehicular and pedestrian, to and from the site, (iii) street and alley vacations, (iv) relocation of utilities and/or utility easements, (v) new easements or licenses, (vi) environmental issues not addressed or covered through the testing described in paragraph (a) above, (vii) landscaping and buffers, (viii) restrictive covenants and (ix) any other matter or condition concerning the site not inconsistent with • the teens of this Counter-Offer or of the Southside Development Master Plan. (5) Unless otherwise agreed by the parties, all Parcels of real property to be conveyed by one party to the other shall be conveyed by that party no later than thirty (30) days following the receipt of all approvals by or on behalf of the City of South Bend or the Commission necessary to accept and consummate the transactions contemplated by this agreement with the exception of the Excess Crossover Project Parcels and the Excess Relocation Parcel which shall be conveyed to the Owner no later than thirty (30) days following delivery to Owner of the survey described in paragraph (8) below. (6) Owner shall have the right to assign this agreement and all rights and benefits hereunder, provided (1) Owner undertakes such measures as are reasonably acceptable to Commission to cause or effect the conveyance of the 4223 Main Street Property to the Commission pursuant to the terms provided herein, (2) Owner's assignee assumes in writing all other obligations of the Owner hereunder, and (3) the assignee agrees to use the Parcels for purposes of commercial/retail development. (7) Once the Crossover Project, including the relocation of that portion of Lafayette Blvd. extending south to Ireland Road, has been completed, the Commission, at its cost, will provide Owner with an ALTA/ASCM survey describing the boundaries of the whole of the Development Blocl< south of the Crossover Project. (8) In the event this Counter-Offer is not accepted by the Commission, with all requisite approvals therefore obtained, on or before September 17, 2007, this Counter-Offer shall automatically become null and void. apt IN WITNESS WHEREOF, this Counter-Offer is made and executed this 3~day of 3~y, 2007. CAROLINE PARTNERS, LLC Larry A. Gates, Member ACCEPTANCE OF COUNTER OFFER The South Bend Redevelopment Commission hereby accepts the above-described counter-offer made by Caroline Partners, LLC. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION Date: August 17, 2007 ~ 'W° Marcia I. s President • Date: August 17 , 2007 By: "" sB~so~Maw„~~~,,~~ Gr ~ ownes, S cretary 3